Objective:

Capital growth by exposure to corporate restructuring and consolidation in Russia and former Soviet Union states.

Management Group(s):

Prosperity Capital Management Ltd

Managed by:

Alexander BranisStart: 06 Oct 2006

Ivan MazalovStart: 06 Oct 2006

Management Contract & Fees:

The manager will receive a fee equal to 2% p.a. of Net Assets, paid quarterly in arrears. In addition, a performance fee equal to 20% of the excess of (a) the cumulative return for such ordinary share over (b) the threshold for such ordinary share, to the extent such amount was not previously paid as a performance fee. However, the performance fee will only be paid if the cumulative return for any ordinary share exceeds the high water mark for the share. The performance fee, if any, due to the manager in respect of any ordinary share will be calculated, and be payable, in respect of each financial year, except that the performance fee will be calculated (i) from the date of issuance of such ordinary share to the last day of the financial year in which such ordinary share is issued, (ii) from the beginning of the financial year in which such ordinary share is repurchased until the repurchase date of such ordinary share, (iii) from the beginning of the financial year in which the Company is wound up until the winding-up date or (iv) in respect of such other period as the directors may determine, as applicable, in each case by reference to the increase in the cumulative return for such ordinary share over the threshold for such ordinary share between the first day and the last day of such period. In each case, the performance fee will be payable on the last day of the relevant period. The administrator will receive a fee equal to 0.0925% p.a. of Net Assets. The Company will also reimburse the administrator for all reasonably incurred out of pocket expenses. The advisor will be paid a fee of GBP 225,000 (+VAT) and an annual retainer of GBP 35,000 (+VAT). The custodian will receive a portfolio management fee of 0.04% p.a. of Net Assets with a value up to USD 1.4m, 0.035% p.a. of Net Assets with a value from USD 1.4m to USD 1.5m and 0.03% p.a. on Net Assets greater than USD 1.5m. The custodian will also receive a fee with respect to international securities held at Euroclear and/or DTZ. These are equal to 0.08% p.a. of Net Assets up to USD 50m, 0.06% p.a. of Net Assets between USD 50m and USD 100m, 0.04% p.a. of Net Assets between USD 100m and USD 150m, and 0.35% p.a. of Net Assets above a value of USD 150m.